Lotus Bakeries NV — Proxy Solicitation & Information Statement 2026

Mar 31, 2026

Lotus

Informal English translation.

This informal English translation is provided for informational purposes only.

The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

LOTUS BAKERIES NV

PROXY FORM

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF 12 MAY 2026

Please read and comply with the following instructions:

• Only 1 proxy holder can be appointed on p.1;
• CLEARLY INDICATE YOUR VOTING INSTRUCTIONS p. 2 up and until p.4;
• Date, sign and insert the required information on p.4

The undersigned:

(full name of the shareholder) XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Full address of the shareholder: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Owner of XXXXXXXXXXXXXXXXXXX nominative shares – dematerialized shares (strike through what does not apply)

of Lotus Bakeries NV, with registered office at 9971 Lembeke, Gentstraat 1, herewith appoints as his/her special proxy holder:

• Mr / Mrs XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (fill out full name) OR
• The company secretary, Mr. Mathias Aertsen

to whom the shareholder grants all powers to:

• represent the shareholder at the Ordinary and Extraordinary Shareholders' Meeting of Lotus Bakeries NV, to be held on Tuesday, 12 May 2026 at 10.00 AM at Ter Platen 12, 9000 Ghent.
• participate in all deliberations in connection with the following agenda items and proposed resolutions included in the notice and agenda:

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Voting instructions

Please note that voting instructions may only be validly given by means of the Dutch language proxy form. This document merely serves as an informal English translation.

Indicate your voting instructions here below in connection with the proposed resolutions specified above:

1. Examination and discussion of the annual report and consolidated annual report of the Board of Directors concerning the financial statements and the consolidated financial statements of the company for the financial year ending on 31 December 2025.
   (does not give rise to voting)

2. Examination and discussion of the auditor's report and consolidated auditor's report of the statutory auditor concerning the financial statements and the consolidated financial statements of the company for the financial year ending on 31 December 2025.
   (does not give rise to voting)

3. Examination and approval of the financial statements of the company for the financial year ending on 31 December 2025, including the appropriation of profits and approval of the gross dividend of EUR 90 per share.
   Motion:
   "The Ordinary General Meeting of Shareholders resolves to adopt the financial statements of the company for the financial year ending on 31 December 2025, including the appropriation of profits and approval of the gross dividend of EUR 90 per share."
   ☐ in favour
   ☐ against
   ☐ abstention

4. Examination and discussion of the consolidated financial statements of the company for the financial year ending on 31 December 2025.
   (does not give rise to voting)

5. Examination and approval of the remuneration report relating to the financial year ending on 31 December 2025.
   Motion:
   "The Ordinary General Meeting of Shareholders resolves to adopt the remuneration report relating to the financial year ending on 31 December 2025."
   ☐ in favour
   ☐ against
   ☐ abstention

6. Discharge of the directors.
   Motion:
   "The Ordinary General Meeting of Shareholders resolves to grant discharge to the directors for duties performed by them during the financial year ending on 31 December 2025."
   ☐ in favour
   ☐ against
   ☐ abstention

7. Discharge of the statutory auditor.
   Motion:
   "The Ordinary General Meeting of Shareholders resolves to grant discharge to the statutory auditor for duties performed by him during the financial year ending on 31 December 2025."

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☐ in favour
☐ against
☐ abstention

1. Acknowledgement of the end of the director’s mandate and approval of the reappointment for a term of four years, of PMF NV, with company registration number 0480.657.962, represented by its permanent representative, Mr. Emanuel Boone, as non-executive director of the company, and establishment of remuneration. All relevant information concerning the candidate’s professional qualifications and a list of positions already held by the candidate, are published on the company’s website.

Motion:
“The Ordinary General Meeting of Shareholders acknowledges the end of the director’s mandate of PMF NV, with company registration number 0480.657.962, represented by its permanent representative Mr. Emanuel Boone, as non-executive director of the company, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint for a mandate of four years, ending immediately after the 2030 Ordinary General Meeting. The director will receive an annual remuneration for this in accordance with the approved remuneration policy.”

☐ in favour
☐ against
☐ abstention

1. Acknowledgement of the end of the director’s mandate and approval of the reappointment for a term of four years, of LEMA BV, with company registration number 0784.820.862, represented by its permanent representative, Mr. Michel Moortgat, as independent director of the company, and establishment of remuneration. All relevant information concerning the candidate’s professional qualifications and a list of positions already held by the candidate, are published on the company’s website.

Motion:
“The Ordinary General Meeting of Shareholders acknowledges the end of the director’s mandate of LEMA BV, with company registration number 0784.820.862, represented by its permanent representative Mr. Michel Moortgat, as independent director of the company, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint for a mandate of four years, ending immediately after the 2030 Ordinary General Meeting. The Ordinary General Meeting of Shareholders acknowledges that, based on the information available to the company, LEMA BV and Mr. Michel Moortgat fulfil the independence criteria of Article 3.5 of the Belgian Corporate Governance Code 2020 and Article 7:87(1) of the Companies and Associations Code. The director will receive an annual remuneration for this in accordance with the approved remuneration policy. The director will receive an annual remuneration for this in accordance with the approved remuneration policy.”

☐ in favour
☐ against
☐ abstention

1. Proposal to renew the authorisation in Article 6/bis B of the coordinated Articles of Association dated 12 May 2023 regarding the powers of the Board of Directors in connection with the acquisition and disposal of treasury shares and an update of the remuneration modalities relating to that same authorization

Motion:
“The Extraordinary General Meeting of Shareholders resolves to renew the authorisation of the Board of Directors in connection with the acquisition and disposal of its treasury for a period of three (3) years and to update the remuneration modalities. The text of the Article 6/bis B will consequently read as follows:

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B/ By resolution of the General Meeting of Shareholders of 12 May 2026, the Board of Directors is authorised, for a period of three years commencing on the date of the publication of the amendment to the Articles of Association, within legal limits, whether via the stock exchange or otherwise, whether directly or indirectly, whether by purchase or exchange, whether by contribution or any other form of acquisition, to acquire maximum 10 % of the shares, profit-sharing certificates or certificates related thereto, without any further approval or other intervention of the General Meeting of Shareholders being required, at a price equal to the average closing price of the company's stock during the twenty trading days prior to the date of purchase, less no more than seventy-five percent as the minimum price and plus no more than ten percent as the maximum price; this authorisation applies also to the acquisition of company shares performed directly or indirectly by the direct subsidiaries of the company within the meaning of Article 7:221 of the Companies and Associations Code. The company and its direct subsidiaries are also expressly authorised to dispose of shares, profit-sharing certificates or other certificates acquired by the company, whether via the stock exchange or otherwise, through sale, exchange, contribution, conversion of bonds or any other form of transfer (whether or not for consideration), to offer them to the staff or to otherwise exercise control over them, always in accordance with the legal provisions, or to cancel these shares or profit-sharing certificates, without requiring further approval or other intervention of the General Meeting of Shareholders and without any time restrictions."

☐ in favour
☐ against
☐ abstention

1. Proposal to renew the authorisation in Article 6/bis C of the coordinated Articles of Association dated 12 May 2023 regarding the powers of the Board of Directors to acquire and dispose of shares of the company in order to avoid a serious threat of disadvantage for the company.

Motion:

"The Extraordinary General Meeting of Shareholders resolves to renew the authorisation of the Board of Directors to acquire and dispose of shares of the company in order to avoid a serious threat of disadvantage for the company, for a period of three (3) years. The text of the current Article 6/bis C is retained, with the understanding that the words "dated 12 May 2023" are replaced by "dated 12 May 2026" and the authorisations is issued for a period of three years."

☐ in favour
☐ against
☐ abstention

1. Examination and discussion of the report prepared in accordance with Article 7:199 in conjunction with Article 7:202 of the Companies and Association Code concerning the proposal to renew the authorisation of the Board of Directors to increase the company capital within the framework of the authorised capital, as well as after receiving notification from the Financial Services and Markets Authority of a public takeover bid.

(does not give rise to voting)

1. Proposal to renew the authorisation regarding (i) the powers of the Board of Directors to increase the company capital in one or more steps within the framework of the authorised capital up to a maximum amount of EUR 4,788,244.87, and (ii) the powers of the Board of Directors to increase the company capital following a notification from the Financial Services and Markets Authority regarding a public takeover bid and consequently amendment of Article 7/bis in the company's Articles of Association.

Motion:

"The Extraordinary General Meeting of Shareholders resolves to renew the authorisation of the Board of Directors to increase the company capital within the framework of the authorised

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capital up to a maximum amount of EUR 4,788,244.87, as well as the authorisation of the Board of Directors to increase the capital following a notification from the Financial Services and Markets Authority regarding a public takeover bid, for a period of three (3) years. The text of the current Article 7/bis is retained, with the understanding that the words “dated 12 May 2023” are replaced by “dated 12 May 2026” and both authorisations are issued for a period of three years.”

☐ in favour
☐ against
☐ abstention

1. Delegation of Powers.

Motion:

“The Extraordinary Ordinary General Meeting of Shareholders grants a proxy to each member of the Board of Directors, as well as to Mr. Mathias Aertsen, electing domicile at the registered office of the company for these purposes, each acting independently and with power of substitution, to prepare, execute and sign all the documents, instruments, actions and formalities, and provide all necessary and useful instructions to implement the foregoing decisions, as well as to fulfil the formalities in view of registering/adjusting the data at the Crossroads Bank for Enterprises.”

☐ in favour
☐ against
☐ abstention

In the specific case where the special proxy holder is a person on the Board of Directors of Lotus Bakeries NV or working at Lotus Bakeries NV, then that person may only vote on those agenda items for which specific voting instructions have been given. In the absence of voting instructions for any agenda item or in the event that, for any reason whatsoever, any ambiguity would arise with regard to the voting instructions, the proxy holder shall always be deemed to vote “abstention” of the proposal for such items for which no or an unclear voting instruction is given; this will be deemed to be a specific voting instruction in the sense of article 7:143 § 4 2° and 3° of the Belgian Companies and Associations Code.

This present proxy shall also serve as notification within the meaning of article 7:134 of the Companies and Associations Code.

Place and date XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 2026.

Signature of the shareholder

(to be preceded by the handwritten words “Good for proxy”).

If the shareholder is not a physical person:

Name of the person signing this proxy: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Function: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Legal entity: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

who declares to be authorized to sign this proxy in the name and for the account of the shareholder mentioned on p. 1.